1 16.09.29 Canon PA_Redacted.pdf

PARTICIPATING ADDENDUM

WSCA-NASPO COOPERATIVE PURCHASING ORGANIZATION

COPIERS, PRINTERS & RELATED DEVICES 14-19

Administered by the State of Nevada (hereinafter “Lead State”)

MASTER AGREEMENT

Canon U.S.A., Inc.

Nevada RFP 3091

(hereinafter “Contractor” and “Canon USA”)

And

State of Wisconsin (hereinafter “Participating State”)

505ENT-M15-MFDCOPIER-02

1. Scope. This Participating Addendum covers the Copiers, Printers & Related Devices 14-19 led by the State of Nevada for use by state agencies and other entities located in the Participating State authorized by that state’s statutes to utilize state contracts with the prior approval of the State’s Chief Procurement Official. Personal use of this Participating Addendum is NOT authorized.

This Participating Addendum only authorizes the purchase, lease, and rental of equipment and associated software in all segments of the following awarded categories as set forth in the Master Agreement:

• Group A – Convenience Copiers

• Group B – Production Copiers

• Group C – Wide Format Copiers

• Group F – Scanners

Leasing includes 36, 48, or 60 months for one of the following: Fair Market Value Lease;

Operational Lease; and Capital Lease. Rental includes Cancelable and Non-Cancelable Rentals (36, 48, or 60 months).

Purchases under Group D (Printers), Group E (Digital Duplicators) are NOT authorized under this Participating Addendum. The following items are also excluded: managed print services, cameras, interactive white boards, micrographic equipment, and overhead projectors.

Purchasing Entities will work with Contractor or its authorized resellers/dealers authorized under this WSCA agreement.

2. Participation. Use of specific WSCA-NASPO cooperative contracts by state agencies, political subdivisions and other entities authorized by an individual state’s statutes to use state contracts (“collectively, “Purchasing Entity”) are subject to the prior approval of the respective State Chief Procurement Official. Wisconsin statutes (s. 16.73, Wis. Stats.) establish authority to allow Wisconsin municipalities to purchase from state contracts. A "municipality" is defined as any county, city, village, town, school district, board of school directors, sewer district, drainage district, vocational, technical and adult education district, or any other public body having the authority to award public contracts (s. 16.70(8), Wis. Stats.). Federally recognized Indian tribes and bands in this state may participate in cooperative purchasing with the state or any municipality under ss. 66.0301(1) and (2), Wis. Stats.

Issues of interpretation and eligibility for participation are solely within the authority of the State Chief Procurement Official.

3. Participating State Modifications or Additions to Master Agreement.

a. Participating State modifications or additions to the Master Agreement is set forth as Exhibit A.

b. The Service Level Agreement is set forth as Exhibit B.

c. The spend report as set forth in Exhibit C.

d. The Vendor Agreement Form (DOA-3333).

4. Leases and Non-Cancelable Rentals.

a. Lease and Non-Cancelable Rental Administration. Leases and Non-Cancelable Rentals will be administered by and payments made in accordance with Section 7 below.

b. Rates of Lease or Rental. All Lease or Rental rates will not increase during the term of the lease or rental unless Product changes were made to increase the rate.

c. Lease Terms. Capital Leases, Fair Market Value Leases, Operational Leases and Non- Cancelable Rentals will be subject to the terms and conditions set forth in this Participating Addendum. A Purchasing Entity may lease Products under this Participating Addendum by issuance of an Order. The Order shall survive the termination of this Participating Addendum and the Master Agreement. Upon the Purchasing Entity’s acceptance of any required delivery or Acceptance Testing, the Acceptance Testing period shall end.

d. Additional Lease Terms. The following additional terms shall apply only to Orders for leasing or rental transactions (the "Lease Terms"). Notwithstanding anything to the contrary in this Participating Addendum, in the event of a conflict between the terms of an Order subject to the leasing terms set forth in this Section 5 and any other terms of the Participating Addendum and/or Master Agreement, the Order of Precedence will be applied.

(i) Purchasing Entity agrees to confirm delivery, installation and rejection or acceptance of all Products covered by each Order for leasing by signing an acceptance certificate or rejecting the Product(s) after such product is installed and tested by the Purchasing Entity. By signing an acceptance certificate, Purchasing Entity shows acceptance of the Product(s) and allows Lessor to invoice for the Product(s). Purchasing Entity agrees to test, and return to Lessor either the signed acceptance certificate (which, at mutual agreement, may be done electronically) within five (5) business days after any Product is installed or provide notice of Product rejection. Lessor shall provide written notice for an additional five (5) business days to two contacts for the Purchasing Entity upon not receiving a response for an acceptance certificate or notice of Product rejection.

If upon the second notice and five (5) full business days following the second notice from Lessor to the Purchasing Entity fails to sign the acceptance certificate or reject the Products within the foregoing period, both parties shall discuss if the nonresponse shall be deemed as acceptance or Product rejection.

(ii) The first scheduled payment (as specified in the applicable Order) ("Payment") will be due following acceptance of the Products and within thirty (30) days of receipt of a properly submitted vendor invoice or such later date as Lessor may designate. The remaining Payments will be due within thirty (30) days of receipt of a properly submitted vendor invoice, unless otherwise specified on the applicable Order, pursuant to the section entitled "Payment Terms and Invoicing,'' Section 34 of Exhibit A.

(iii) Purchasing Entity agrees that, except for non-appropriation of funds, EACH

ORDER IS AN UNCONDITIONAL, NON-CANCELABLE AGREEMENT FOR THE

MINIMUM TERM INDICATED ON ANY ORDER FOR LEASE MADE PURSUANT TO

THIS PARTICIPATING ADDENDUM.

(iv) Unless and to the extent the Purchasing Entity is exempt and provides a valid exemption certificate to Lessor, in addition to the payments under the applicable Order, Purchasing Entity agrees to pay all taxes imposed upon Lessor's purchase, ownership, possession, leasing, renting, operation, control or use of the Product.

(v) Purchasing Entity is responsible for risk of loss for the Products as set forth in Exhibit A, Section 20.

(vi) Each of the following is a "Default" under these Lease Terms and all Orders: (a)

Purchasing Entity fails to pay any Payment or any other amount within thirty (30) days of its due date and has not provided notice of a good faith dispute, (b) any representation or warranty made by Purchasing Entity in these Lease Terms is false or incorrect and/or Purchasing Entity does not perform any of Purchasing Entity's other obligations under these Lease Terms or any Order and/or under any other agreement with Lessor and this failure continues for thirty (30) days after Lessor has notified Purchasing Entity of it, (c) a petition is filed by or against Purchasing Entity or any guarantor under any bankruptcy or insolvency law or a trustee, receiver or liquidator is appointed for Purchasing Entity, any guarantor or any substantial part of Purchasing Entity's assets, (d) Purchasing Entity or any guarantor makes an assignment for the benefit of creditors, (e) any guarantor dies, stops doing business as a going concern or transfers all or substantially all of such guarantor's assets, or (f) Purchasing Entity stops doing business as a going concern or transfer all or substantially all of Purchasing Entity's assets.

(vii) If a Default occurs, Lessor may do one or more of the following: (a) Lessor may cancel or terminate any or all Orders, and/or any or all other agreements that Lessor has entered into with Purchasing Entity; (b) Lessor may require Purchasing Entity to immediately pay to Lessor, as compensation for loss of Lessor's bargain and not as a penalty, a. sum equal to: (i) all past due Payments and all other past due amounts payable under any Order; and (ii) the present value total of all unpaid Payments for the remainder of the lease term, discounted at a rate equal to 6% per year to the date of default; (c) Lessor may require Purchasing Entity to deliver the Product to Lessor as set forth in Section 4(c)(ix).

(viii) PURCHASING ENTITY HAS NO RIGHT TO SELL, TRANSFER, ENCUMBER, SUBLET OR ASSIGN THE PRODUCT OR ANY ORDER FOR LEASING WITHOUT

CONTRACTOR’S PRIOR WRITTEN CONSENT (which consent shall not be unreasonably withheld). Purchasing Entity agrees that Contractor may sell or assign all or a portion of Contractor’s interests in the Product and/or these Lease

Terms or any Order for leasing without notice to Purchasing Entity even if less than all the Payments have been assigned. In that event, the assignee (the "Assignee") wi1l have such rights as Contractor assigns to it but none of Contractor’s obligations (Contractor will keep those obligations) and the rights of the Assignee will not be subject to any claims, defenses or set offs that Purchasing Entity may have against Contractor. No assignment to an Assignee will release Contractor from any obligations Contractor may have to Purchasing Entity hereunder.

(ix) AFTER THE MINIMUM TERM OR ANY EXTENSION OF ANY ORDER FOR LEASING, SUCH ORDER WILL IMMEDIATELY TERMINATE. Notwithstanding the foregoing, Purchasing Entity may extend the original term of any Order by issuance of an acceptable Order pursuant to the extension options outlined in the Participating Addendum prior to the expiration of the original term of such Order. A quotation shall be provided to the Purchasing Entity prior to the order for any extension.

Quotations shall not be provided for a new lease or new equipment after the contract has expired. At the end of the applicable Order, Purchasing Entity will make the Product subject to such expired Order available to Lessor (or its designee) upon a mutually agreed upon time, in as good condition as when Purchasing Entity received it, except for ordinary wear and tear; except that for Capital Leases, at the end of the applicable Order, all of Lessor’s right, title and interest in and to the Product shall automatically transfer to Purchasing Entity, and accordingly Purchasing Entity shall retain the Product without obligation to make it available to Lessor. Purchasing Entity may agree to pay additional monthly Payments for if the mutually agreed pickup is beyond the term of the lease with such payments at the same rate as then in effect under an Order, until the Product is received in good condition and working order by Lessor or its designees.

d. An Order in effect at the time of Participating Addendum cancellation or termination will not be affected. Purchasing Entities will be obligated to complete their leases per the terms of the Contract regardless of the status of the Participating Addendum.

e. The parties to this Participating Addendum understand and agree that standard forms or templates may be used for various purposes, including purchase orders, invoices, quotes, 'Website Terms and/or Conditions' or 'click to accept' agreement(s), some of which may contain boilerplate or standard terms and conditions ("Other Documents").

Any use of Other Documents are not a part of this Contract unless otherwise noted within this Participating Addendum and are deemed to be for administrative convenience only and the terms therein are of no effect, have no force of law and do not modify the terms of this Participating Addendum.

f. The continuation of any lease or rental will be subject to and contingent upon sufficient funds being made available by the State Legislature and/or federal sources. The Purchasing Entity may terminate any such lease or rental, and Lessor waives any and all claim(s) for damages, effective immediately upon receipt of written notice (or any date specified therein) if for any reason the Purchasing Entity's funding sources are not available. Purchasing Entity shall provide 30 days written notice of non-appropriation of funds to the Lessor.

g. Leased or rented equipment may be transferred to new locations within the State as provided in the Master Agreement.

h. The lease, rental, or maintenance shall not contain a balloon payment at the end of the term that the Purchasing Entity is obligated to pay. This does not preclude an option to purchase the Purchase, per the contract terms.

i. The lease or rental shall not contain charges for early termination of the lease or rental unless the charges constitute actual damages or mutually agreed liquidated damages for breach of the lease or rental. For a lease, any allowable charges for early termination may not exceed the balance of the remaining lease payments.

With respect to cancel1ation of a service contract, the parties agree that such termination charges will be equal or less than the two (2) month service and supply base or 25% of the remaining term, whichever is less.

No termination charges for a lease, rental, or service shall be applicable in the case of non-appropriation of funds (Section 4.f above).

j. All cancellable rentals may be cancelled upon 30 days written notice to the Contractor at any point during the rental term. The Contractor may asses a fee of no more than three (3) monthly rental payments that are not to include service or supply base commitments for the cancellation of a cancellable rental.

k. In the event that the term of the lease, rental, or maintenance extends beyond the term of the Master Agreement and Participating Addendum, the terms and conditions of the Participating Addendum and Master Agreement shall continue to apply unless the parties specifically agree to the contrary, or a written, duly executed amendment to the lease rental, or maintenance is completed.

l. At the end of term, Purchasing Entity shall have the option to:

(i) renew the Order; or

(ii) purchase the Product; or

(iii) return the Product.

If the Purchasing Entity desires to exercise a renewal or purchase of the Product, it shall give Lessor written notice at least thirty (30) days before the expiration of such lease term. Notwithstanding anything to the contrary, if Purchasing Entity fails to notify Lessor of its intent with respect to the exercise of a renewal or purchase option, the initial schedule term should be terminated on the date as stated in the schedule and removal of the Product will be mutual1y arranged, except in the case of a Capital Lease, as provided in Section 4.b(ix), title to the applicable Product shall transfer to Purchasing Entity, the Product will not be returned and the related Order will not be renewed.

5. Primary Contacts. The primary contact individuals for this Participating Addendum are as follows (or their named successors):

Contractor Name Canon U.S.A., Inc., Mike Hurley, Supervisor, Contract Admin Address 1 Canon Park, Melville, NY 11747 Telephone 631-330-2613 Fax 631-330-5459 E-mail isgbidadmin@cusa.canon.com

Participating State

Name Brenda Derge, CPPO, CPPB Address 101 East Wilson St., P.O. Box 7867, Madison, WI 53707 Telephone 608-266-8613 Fax 608-267-0600 E-mail brenda.derge@wisconsin.gov

6. Subcontractors. All Contractor dealers and resellers (“Authorized Dealer”) authorized in the State of Wisconsin, as shown on the dedicated WSCA/NASPO website, are approved to provide sales and service support to Purchasing Entities in the WSCA-NASPO Master Agreement. The Contractor’s Authorized Dealer’s participation will be in accordance with the terms and conditions set forth in the aforementioned Master Agreement and this Participating Addendum.

Contractor shall provide a list to the Participating Entity primary contact for review and approval prior to posting on the website. Such approval will not be unreasonably withheld. Contractor shall provide written notice to the Participating State with respect to any changes to listing available for the State of Wisconsin and shall obtain written approval from the Participating State, which approval will not be unreasonably withheld, prior to adding additional Authorized Dealers to the existing authorized list.

The “Lessor” under the Lease Terms for each Order shall be in accordance with Section 7 below. When the Purchasing Entity is unable to issue an order directly to Lessor, such orders are sent directly to Canon USA. Payment will be made in accordance with Section 2 above. The foregoing shall not diminish the obligations for Canon as Contractor under this Participating Addendum, the Lease Terms, the Master Agreement or any other document mailto:mhurley@cusa.canon.com mailto:brenda.derge@wisconsin.gov referenced in Section 1 of the Master Agreement, all of which obligations shall remain with Canon as Contractor.

7. Purchase Order Instructions. In addition to Section 21 of the Master Agreement, the following applies to Orders.

Either of the following two methods may be used to place an order:

Method A: All sales transactions, including lease and maintenance transactions will be direct invoicing between the Purchasing Entity and Canon USA. Canon Authorized Dealers will act as a subcontractor to provide installation and maintenance services only. Canon USA will accept orders and invoice for all transactions using this method.

Method B: Purchase and associated maintenance transactions will be a direct transaction between the Purchasing Entity and a Canon USA Authorized Dealer. Leasing and associated maintenance transactions will be a direct transaction between the Purchasing Entity and Canon Financial Services or a Canon USA Authorized Dealer Direct financing company.

Contractor shall not require Purchasing Entity to sign a separate Lease Agreement. All Lease Agreement information shall be contained in the Order issued or an attached Statement of Work.

Orders from Purchasing Entities which are state agencies may only be issued to Contractor;

Orders from all other Purchasing Entities may be issued to Contractor or to Contractor’s Authorized Dealers. All Orders issued by Purchasing Entities within the jurisdiction of this Participating Addendum shall include the following:

a. Order made out to Contractor, as applicable, or the Authorized Dealers as approved by Contractor and the State; and

b. Mandatory language “Order is subject to WSCA-NASPO Contract #3091; and

c. Ordering contact Name, Address, Phone Number; and

d. Itemized list of ordered items, applicable service charges including Service

Program selected and Cost Per Copy (CPC) rates; and

e. If Leased, type of Lease (FMV, Operational, or Capital lease), and monthly payment for the Lease or Rental; and

f. Lease or Rental period, if applicable; and

g. Participating State contract #505ENT-M15-MFDCOPIER-02.

To the extent Buyer and Contractor (or Authorized Dealer when applicable) agree on additional terms that do not conflict and are complementary with the existing contract terms, the terms maybe documented on the Purchasing Entity Order, or other transaction document such as a Statement of Work, signed by the Purchasing Entity. Such terms might include; but is not limited to, clarity for:

a. Hours of operation to determine which Service Level Agreement (Exhibit B) calculation to use;

b. Machine identification such as a serial number and location at which services shall be performed, if applicable;

c. Special delivery instructions, when applicable.

An Authorized Dealer shall be acting on behalf of the “Contractor” under this Participating Addendum for any Order issued directly to and accepted by such Authorized Dealer. Send the Order through one of the Authorized Dealers so proper order placement and installation of the ordered unit can be arranged.

Orders and payments are to be handled by the Authorized Dealer, or the Contractor as applicable, directly unless otherwise mutually agreed upon. The Authorized Dealer, or Contractor as applicable, is reminded that financial obligations of the Purchasing Entity payable after the current applicable fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. The State of Wisconsin fiscal year is July 1st through June 30th.

To initiate a lease, rental, or maintenance, the Purchasing Entity will issue an Order which may include a Statement of Work and any negotiated EULA or Software License Terms. The Contractor shall not require any additional separate agreements to be signed by the Purchasing Entity, except as otherwise provided in this Participating Addendum. Exceptions to this may only be made by the Participating State.

The Services and Supplies rate shall include, but is not limited to, staples, toner, and a method to return all consumed toner containers with no additional charge.

Pricing is inclusive of delivery, network installation, waste material removal, initial training, and removal cost of leased/rented equipment placed under this agreement. Network installation includes configuration of the device for the proper network protocols and installation of the appropriate print drivers on up to five (5) computers per unit ordered. Any additional network installation shall be negotiated between the Purchasing Entity and the Contractor.

Authorized Dealer, or Contractor as applicable, will be allowed a thirty (30) day cure period upon receipt of such notification to address any such billing issue. Invoices that require update due to information being received incorrectly or late from the Purchasing Entity, are not considered inaccurate.

For Contractor Orders:

Method Address Orders to: Purchases Remit

Payment to:

Leases Remit Payment to:

Order Method A Canon USA 4100 N. Fairfax Dr Suite 200, Arlington VA, 22203

Canon USA PO Box 841023 Dallas, TX 75284-1023

Canon USA PO Box 841023 Dallas, TX 75284-1023

Order Method B Canon USA Authorized Dealer

Remit to Address on invoice

Remit to Address on invoice

Delivery and acceptance terms are defined in Exhibit A.

8. Price Agreement Number. All Orders issued by Purchasing Entities within the jurisdiction of this Participating Addendum shall include the Participating State contract number: 505ENT-M15-MFDCOPIER-02 and the Lead State RFP number: 3091.

9. Additional Service Level Agreement Commitments. The Service Level Agreement (SLA) as set forth in Exhibit B provides additional service level commitments.

10. Individual Purchasing Entity. Each Purchasing Entity that purchases products/services under this Contract will be treated as an Individual Purchasing Entity. Each Purchasing Entity will

Exhibit A – Canon U.S.A., Inc.

Participating State Modifications or Additions to Master Agreement

1. Definitions.

Unless otherwise stated, terms used herein shall have the definitions assigned by the Master Pricing Agreement.

“Contract” means the Master Agreement, Participating Addendum, and Exhibits incorporated therein..

“Days” means calendar days unless otherwise indicated.

“Lessor” means a person or entity from whom the Purchasing Entity has leased or rented equipment under the terms and conditions set forth in the Contract.

“Municipality” means any county, city, village, town, school district, board of school directors, sewer district, drainage district, vocational, technical and adult education district, or any other public body having the authority to award public contracts (s.

16.70(8), Wis. Stats.). Federally recognized Indian tribes and bands in this state may participate in cooperative purchasing with the state or any municipality under ss.

66.0301(1) and (2), Wis. Stats.

“Participating State” means State of Wisconsin

“Purchasing Entity” means state agencies, political subdivisions and other entities authorized by an individual state’s statutes to use state contracts

“Canon U.S.A., Inc.” or “Canon USA” means the Contractor

2. Contract Term. The term of this Participating Addendum will be the effective upon the date of execution by both parties, and is effective as of the later date of signatures, or October 1, 2015 and co-terminus with the Master Agreement term unless otherwise cancelled or terminated as set forth in this Participating Addendum by the Participating State.

3. Vendor Agreement Form. The Contractor must sign the State of Wisconsin Vendor Agreement, Wisconsin’s Cooperative Purchasing Service form (DOA-3333), to allow entities, as defined on the DOA-3333 form, to purchase through this Participating Addendum. Contractor is responsible for verifying all sales and leases under this Participating Addendum are to entities authorized by this Participating Addendum.

4. Statement of Work. Section 1.a.4 of the Master Agreement changes from, “The Statement of Work specific to Participating Entity;” to “The Statement Work specific to the Purchasing Entity;”

5. Order of Precedence. Section 1.a of the Master Agreement will expand to include (8) End User License Agreement and/or Software License Agreement.

6. Purchasing Entity Obligations. Purchasing Entity agrees to provide a proper place for the use of the Serviced Products, including but not limited to, electric service, as specified by the manufacturer. Purchasing Entity will provide adequate facilities (at no charge) for use by Contractor representatives in connection with the service of the Serviced Products under an Order within a reasonable distance of the Serviced Products. Purchasing Entity agrees to provide appropriate access to its facilities, networks and systems as may be reasonably necessary for Contractor to perform its services. Purchasing Entity will provide a key operator for the Serviced Products and will make identified key operators or their designees available for instruction in use and care of the Serviced Products. Unless otherwise agreed upon by Contractor in writing or designated in the applicable Order, all supplies for use with the Serviced Products will be provided by Purchasing Entity and will be available “on site” for servicing.

7. Third Party Financing Agreements.

a. Equipment leasing is under the scope of the contract. Lease financing charges will not exceed the charges pursuant to the Master Agreement (including permitted adjustments to lease rates). Contractor third party financing agreements not covered under this contract between the Purchasing Entity and any third party will not be allowed under this Participating Addendum unless it has met compliance of the Purchasing Entity’s applicable fiscal and purchasing rules and/or policies.

b. Purchasing Entity is cautioned that other Finance Agreement terms and conditions outside of this Contract have not been reviewed by the Participating State.

Purchasing Entity may finance their purchase with proper and legal authority..

c. Any Finance Agreement that is not financed through Canon USA under this Participating Addendum shall be separate from this Participating Addendum, shall be between the Purchasing Entity and third party for the scope of this Participating Addendum’s products. If financing products under the scope of this contract through a Third Party, any such Finance Agreement must be entered into prior to the Participating Addendum expiration.

d. Third party financing is not allowable for State Agencies. For other Purchasing

Agencies, third party financing is available through the leasing terms and are covered by this Participating Addendum.

8. Software; Software License Agreement. To the extent the Product includes intangible property or associated services such as, but not limited to a periodic software license, the terms of such software-associated agreements and terms outside of Software Warranty terms in Section 29 of the Master Agreement have not been reviewed at the time of the participating Addendum signing. Such terms may be negotiated between the purchasing Entity and the Contractor or applicable Third Party. Unless otherwise negotiated between parties, software is subject to the terms and conditions of the license applicable to such software.

9. Training. Initial training shall be onsite unless otherwise agreed upon by the Purchasing Entity in writing prior to such training. Any additional costs associated with training shall be quoted prior to providing such training. The Purchasing Entity may negotiate with the Contractor a reduced rate if the Purchasing Entity chooses not to include the one hour of training for each machine (for example, multiple identical units at the same location) or if online training is utilized rather than onsite.

10. Product changes. Changes to the equipment, accessories, and software on the Contractor’s WSCA website for Wisconsin only need to be approved by the WSCA Lead State. No additional Participating State approval is required.

11. Hard Drive. The Purchasing Entity is responsible for choosing what, if any, options it wants Contractor to provide beyond the included end-of-term three-pass minimum level erasure of the hard drive. The Purchasing Entity and Contractor shall agree prior to hard drive handling what the Purchasing Entity needs are and the cost in accordance with the Master Agreement charges. Encryption requirements will be dictated by the Customer at an additional cost as agreed to by the parties or as specified in the Master Agreement.

The Purchasing Entity acknowledges that the hard drive(s) on the Equipment may retain images, content or other data that Purchasing Entity may store for purposes of normal operation of the Equipment (“Data”). Purchasing Entity acknowledges that Contractor and Authorized Dealer are not storing Data on behalf of Purchasing Entity and that exposure or access to the Data by Contractor or Authorized Dealer, if any, is purely incidental to the services performed by Contractor or Authorized Dealer. Contractor, Authorized Dealer or any of their affiliates do not have an obligation to erase or overwrite Data upon Purchasing Entity’s return of the Equipment. The Purchasing Entity is solely responsible for: (i) its compliance with applicable law and legal requirements pertaining to data privacy, storage, security, retention and protection; and (ii) all decisions related to erasing or overwriting Data.

Without limiting the foregoing, the Purchasing Entity should do one or more of the following in accordance with the Master Agreement terms,

a. Enable the Hard Disk Drive (HDD) data erase functionality that is a standard feature on certain Equipment;

b. Prior to return or other disposition of the Equipment, utilize the HDD (or comparable) formatting function (which may be referred to as “Initialized All Data/Settings” function) if found on the Equipment to perform a three pass overwrite of Data;

c. If Purchasing Entity has higher security requirements, Purchasing Entity may purchase from Contractor or Authorized Dealer an HDD Data Encryption Kit option which disguises information before it is written to the hard drive using encryption algorithms.

d. Purchasing Entity may purchase a replacement hard drive (in which case the

Purchasing Entity should properly destroy the replaced hard drive).

12. Installation. All installations shall have all options on the device working for use by Purchasing Entity for it to be considered a complete installation.

a. At the time of providing a quotation to the Purchasing Entity, Contractor will advise Purchasing Entity of any and all specialized installation and environmental site requirements for the delivery and installation of the device. The requirements may include air conditioning, electrical requirements, special grounding, cabling requirements, space requirements, humidity and temperature limits, and any additional considerations critical to the installation.

b. The Contractor and Purchasing Entity shall make final arrangements for delivery and installation at least five (5) business days prior to each delivery unless otherwise agreed upon in writing between the Contractor and Purchasing Entity.

c. The Contractor shall provide all work required by the manufacturer for software installation unless otherwise agreed upon between the Contractor and Purchasing Entity, and excluding any additional costs for customization and additional requirements. Any work that will be billed shall be quoted at the time of the equipment quotation.

d. Equipment and any required software shall be installed by the Contractor at the location specified by the Purchasing Entity.

13. Pricing.

a. Purchasing Entities will be allowed to negotiate any of the purchase and lease options available in the Master Agreement for lower pricing.

b. Monthly lease pricing shall not increase over the lease term unless an accessory is added.

c. If a Purchasing Entity adds or removes accessories, the Purchasing Entity and

Contractor shall agree upon the new monthly lease price prior to the lease rate change to reflect the machine change.

d. Purchasing Entity may request a lower rate for volume placements. For purposes of this Participating Addendum, the Participating State considers five (5) or more machines in one order to be a volume placement.

e. If an additional “call out charge” is assessed as part of the Master Price Agreement, the charge will not be greater than $180 per incident (in addition to the base monthly charge). This charge is not assessed when there is 7 x 24 coverage purchased.

14. Trial or Demonstration of Device or Equipment. A written agreement between the Purchasing Entity and the Contractor shall occur prior to any trial or demonstration of equipment. The period of the trial or demonstration shall not exceed 30 calendar days and such device or equipment may be used, remanufactured or reconditioned. Additionally, no trial or demonstration device may be converted to a lease, rental or purchase, unless the device was new prior to the placement as a trial or demonstration period.

15. Labeling Product and Related Paperwork. All invoices, packing lists, packages, shipping notices, and other written documents affecting an Order hereunder shall contain the applicable Order number. Packing lists shall be enclosed in each and every box or package shipped pursuant to an Order, indicating the contents therein. Standard commercial packaging, packing and shipping containers shall be used when applicable. If requested by the Purchasing Entity, all shipping containers shall be legibly marked or labeled on the outside with Order number, product description, and quantity, or as otherwise directed by the Purchasing Entity.

16. Usage/Spend Report. The Contractor must submit electronic reports on a quarterly basis and one annual summary report on all sales, including service/maintenance, made against this Participating Addendum to the Participating State primary contact listed in Section 5 or designee.

a. Reports must include the reporting listed in Exhibit C. The column denoting the “Customer Type” shall indicate either “State” or “Municipality.”

b. The report file format shall be Microsoft Excel compatible format and shall easily be sorted for various data and inclusion into a pivot table.

c. The quarterly reports will be filed using the schedule in Section f below. The annual report shall contain all data within the quarterly reports and include an annual sum total with any additional description notes.

d. Such reports shall retain the same format throughout the life of the Contract unless mutually agreed upon.

e. The Contractor agrees to provide additional reports if requested by the State of Wisconsin in a format and frequency as mutually agreed upon by both parties.

f. Period End Report Received By

June 30 July 31 September 30 October 31 December 31 January 31 March 31 April 30

The annual summary report is provided after four (4) quarters of data is collected from the start of the Participating Addendum.

17. Service Level Agreement (SLA) Report.

a. The Contractor must submit SLA metrics reports on a quarterly basis to the Participating State primary contact or designee.

b. The Contractor must submit, upon request of the Purchasing Entity, SLA metrics reports on a quarterly basis to the Purchasing Entity.

c. SLA reports must include reporting on each SLA and credit listed in Exhibit B. If no credit was required, such shall be indicated.

d. Such reports shall retain the same format throughout the life of the Participating Addendum unless mutually agreed upon.

e. The report file format shall be Microsoft Excel compatible format and shall easily be sorted for various data and inclusion into a pivot table.

f. The quarterly reports will be filed using the schedule in Section f below. The annual SLA shall contain all data within the quarterly reports and include an annual sum total with any additional description notes.

g. Period End Report Received By June 30 July 31 September 30 October 31 December 31 January 31 March 31 April 30

The annual SLA report is provided after four (4) quarters of data is collected from the start of the Participating Addendum.

18. Website requirement. The manufacturer WSCA website for Wisconsin must, at a minimum, include the following:

a. Detailed and accurate information regarding all of the products and options available through this Contract;

b. Local sales contact information;

c. Single point of contact for PO and invoice issues;

d. An escalation path for unresolved issues; and

e. Instructions pertaining to copier placements

The Participating State primary contact listed in Section 5 of the Participating Addendum, or designee, shall have rights to review and make recommendations to the Contractor’s website.

19. Insurance. The Contractor shall not commence work under the Contract until they have obtained all the insurance described in the Master Agreement, Section 17 and this Participating Addendum Section and provided a current certificate of insurance to the Participating State within seven (7) business days of the Effective Date of this Participating Addendum (for Authorized Dealers, the current certificate of insurance must be provided prior to commencement of work under any Order) and no later than fifteen (15) business days prior to the expiration date of any such coverage.

Contractor shall provide the certificate via e-mail to the Participating State primary contact.

All policies shall remain in force and effect throughout the term of the Participating Addendum. Contractor will maintain the following insurance limits while performing any services under this Participating Addendum:

a. Provide motor vehicle insurance for all owned, non-owned and hired vehicles that are used in carrying out this Contract. Minimum coverage shall be one million dollars ($1,000,000) per occurrence combined single limit for automobile liability and property damage.

b. The Participating State reserves the right to negotiate higher or lower limits where warranted.

c. If Contractor is self-insured, Contractor must have prior Participating State approval and a Certification of Self-Insurance must be provided to the Participating State no later than the start date of such insurance.

d. Contractor’s policy(ies) shall include legal defense fees in addition to the liability policy limits.

e. An Umbrella or Excess Liability Insurance policy may be used

20. Risk of Loss or Damage. The Participating State and Purchasing Entity, except for loss or damage due to fire, theft, or the negligence of the Participating State, shall be relieved of all risks of loss or damage to the Products during periods of transportation. Purchasing Entity must notify Contractor in writing immediately of any loss.

21. Subrogation Waiver. All insurance policies in any way related to this Participating

Addendum and secured and maintained by Contractor or is subcontractors as required herein shall include clauses stating that each carrier shall waive all rights of recovery, under subrogation or otherwise, against Contractor or the Participating State, its agencies, institutions, organizations, officers, employees, volunteers, and the Purchasing Entities.

22. Governing Law; Venue. Any and all applicable references of Nevada (NV) law are to be changed to read, Wisconsin (WI). This Participating Addendum and its amendments and exhibits thereto, shall be governed by Wisconsin Law. Venue for all legal proceedings arising out of the Participating Addendum, or breach thereof, shall be in the State or federal court with competent jurisdiction in Dane County, Wisconsin. In the event that any provision of this Participating Addendum is contrary to Wisconsin law, such provision shall be null and void. The Contractor shall at all times comply with and observe all applicable federal and state laws, local laws, ordinances, and regulations which are in effect during the period of this Participating Addendum and which in any manner affect the work or its conduct.

23. Indemnification. The parties agree that Section 14 of the Master Agreement is modified with the following:

a. 14(a) remains unchanged.

b. 14(b) is changed to the following: For Canon USA manufactured Products, the

Contractor shall defend, indemnify and hold harmless WSCA- NASPO, the Lead State, Participating Entities, Purchasing Entities, along with their officers, agents, and employees as well as any person or entity for which they may be liable (“Indemnified Party”), from and against claims, damages or causes of action including reasonable attorneys’ fees and related costs arising out of the claim that the Product or its use, infringes U.S. Intellectual Property rights (“Intellectual Property Claim”).”

c. 14(b)(1) remains unchanged.

d. Section 14(b)(2) is changed to the following:

“The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor. If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, it shall have control over the defense and settlement of it. However, regarding the settlement of such claim, the Indemnified Party must consent in writing for any money damages or obligations for which it may be responsible. The Indemnified Party shall furnish, at the Contractor’s reasonable request and expense, information and assistance necessary for such defense. If such a claim is made or appears likely to be made, the Indemnified Party agrees to permit Contractor to enable Indemnified Party to continue to use the Product, or to modify the Product, or replace the Product with one that is at functionally equivalent or greater. If Contractor and Indemnified Party determines that none of these alternatives is reasonable available or acceptable, Product shall be returned to the Contractor upon Contractor written request at the Contractor’s expense and Contractor will then give Indemnified Party a credit equal to the Indemnified Party’s full investment paid to the Contractor provided the Indemnified Party has followed generally-accepted accounting principles. If the Contractor fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of it and the Contractor shall be liable for all costs and expenses, including reasonable attorneys’ fees and related costs, incurred by the Indemnified Party in the pursuit of the Intellectual Property Claim. Unless otherwise agreed in writing, this section is not subject to any limitations of liability in the Participating Addendum, Exhibits, and Master Agreement or any other document executed on conjunction with named documents.

This is Contractor’s entire obligation to Indemnified Party regarding any claim of infringement.”

24. State Payment Offsets for Contractor’s Delinquency.

a. Contractors who have a delinquent Wisconsin tax liability may have their payments offset by the Participating State.

b. The Participating State shall offset payments made to the Contractor under this Participating Addendum in an amount necessary to satisfy a certified or verifiable delinquent payment owed to the Participating State, or to any state or local unit of government. The Participating State also reserves the right to cancel this

Participating Addendum if the delinquency is not satisfied by the offset or other means during the term of the Participating Addendum.

25. Conflict of Interest. Private and non-profit corporations are bound by ss. 180.0831, 180.1911(1), and 181.0831 Wis. Stats., regarding conflicts of interests by directors in the conduct of state contracts.

26. Dual Employment. Section 16.417, Wis. Stats., prohibits an individual who is a State of Wisconsin employee or who is retained as a contractor full-time by a State of Wisconsin agency from being retained as a contractor by the same or another State of Wisconsin agency where the individual receives more than $12,000 as compensation for the individual’s services during the same year. This prohibition does not apply to individuals who have full-time appointments for less than twelve (12) months during any period of time that is not included in the appointment. It does not include corporations or partnerships.

27. Nondiscrimination/Affirmative Action. In connection with the performance of work under this Participating Addendum, the Contractor agrees not to discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, developmental disability as defined in s. 51.01(5), Wis. Stats., sexual orientation as defined in s. 111.32(13m), Wis. Stats., or national origin. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.

The Contractor further agrees to take affirmative action to ensure equal employment opportunities.

a. Contracts estimated to be over fifty thousand dollars ($50,000) require the submission of a written affirmative action plan by the Contractor. An exemption occurs from this requirement if the Contractor has a workforce of less than fifty (50) employees. Within fifteen (15) working days after the Participating Addendum is awarded, the Contractor must submit the plan to the Participating State for approval. Instructions on preparing the plan and technical assistance regarding this clause are available from the Participating State.

b. The Contractor agrees to post in conspicuous places, available for employees and applicants for employment, nondiscrimination notices required by applicable law.

c. Failure to comply with the conditions of this provision may result in the following consequences:

1. Termination of this Participating Addendum;

2. Designation of the Contractor as "ineligible" for future consideration as a responsible, qualified bidder or proposer for State contracts, or

3. Withholding of a payment due under the Participating Addendum until the Contractor is in compliance.

28. Public Records, Recordkeeping and Record Retention. Pursuant to Wisconsin Statutes

§19.36(3), all records of the Contractor that are produced and collected under this Participating Addendum are subject to disclosure pursuant to a public records request.

The Contractor shall establish and maintain adequate records of all documentation developed or compiled and expenditures incurred under this Participating Addendum.

All expenditure records shall be kept in accordance with Generally Accepted Accounting Procedures (GAAP). All procedures shall be in accordance with federal, state and local laws or ordinances. The Contractor, following final payment, shall retain all records produced or collected under this Participating Addendum for six (6) years. Contractor will not be obligated to disclose any confidential information not covered under public records access and pertaining to the invoice in question

29. Examination of Records; Audit Rights. The Participating State shall at any time during normal business hours, upon reasonable notice, have access to and the right to examine, audit, excerpt, transcribe, and copy, on Contractor's premises, any of the Contractor’s records and computer data storage media involving transactions directly pertinent to this Participating Addendum. If the material is on computer data storage media, the Contractor shall provide copies of the data storage media or a computer printout of such if the Participating State so requests. Any charges for copies of books, documents, papers, records, computer data storage media or computer printouts provided by the Contractor shall not exceed the actual cost to the Contractor. This provision shall survive the termination, cancellation, or expiration of this Participating Addendum.

The books, records, documents, and accounting procedures and practices of the Contractor and its employees, agents, or subcontractors relevant to the Participating Addendum must be made available and subject to examination by the Participating State or its agents, the Legislative Auditor and/or the State Auditor for a minimum of six (6) years after the end of the Contractor or transaction. Upon the prior written request of the State during the term of this Participating Addendum, Contractor will assist the State in connection with its efforts to verify the completeness and accuracy of the invoices.

Contractor will provide copies of the documentation that is reasonably necessary for the State to confirm its payment obligations under any invoice.

30. Disclosure. If a state public official (as defined in §19.42(14) of the Wisconsin Statutes), a member of a state public official's immediate family, or…